SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREENFIELD GARY

(Last)

(First)

(Middle)

C/O PEREGRINE SYSTEMS, INC.

3611 VALLEY CENTRE DRIVE

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEREGRINE SYSTEMS INC [ PRGND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/07/2003		J⁽¹⁾		1,600,000	D	$0⁽¹⁾	0⁽¹⁾	D
Common Stock	08/07/2003		J⁽¹⁾		0⁽¹⁾	A	$0⁽¹⁾	0⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.28⁽²⁾	08/07/2003⁽²⁾		J⁽²⁾			900,000⁽²⁾⁽²⁾	08/21/2003⁽³⁾	08/21/2013⁽²⁾	Common Stock	900,000⁽²⁾	$0⁽²⁾	0⁽²⁾	D
Stock Option (Right to Buy)	$11.17	08/07/2003		J⁽⁴⁾		22,567⁽⁴⁾⁽⁴⁾		08/21/2003⁽³⁾	08/21/2013	Common Stock	22,567⁽⁴⁾	$0	22,567⁽⁴⁾	D

Explanation of Responses:

1. See attached Exhibit 99.

2. This option has not been disposed of, but adjusted as described in footnote 4 below.

3. Subject to the terms of the option plan and option agreement governing the option and the reporting person's employment agreement with the Issuer, this option becomes exercisable with respect to 25% of the total of underlying shares on the first anniversary of the date of grant (8/22/02) and with respect to an additional 2.083% of the total number of underlying shares monthly thereafter for the next three years.

4. This option has not been newly acquired. Pursuant to the Plan and the terms of this option, the number of shares subject to, and the exercise price of, this stock option have been adjusted. The exercise price and number of shares subject to this option may be subject to further adjustment pursuant to the Plan.

	Kathryn Vizas, Attorney-In-Fact	08/11/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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